TD, The Equestrian Villain
by The Terror of Dimensions
Summary: Ever wonder what TD did as the villain in Equestria? Well, now's your chance to find out, as the human reveals some of his "evil schemes" prior to the events of "Compromise and a Change" from TD's Adventures in Equestria. Here, we'll see just how sinister (and sometimes pathetic) TD can really be. As well as see how broken and devastated he seems to be...
1. Kidnapping and What Follows

**So, this series is essentially supposed to be a filler side-series that co-aligns with the events of the first six chapters of my main story, TD's Adventures in Equestria. It explains some happenings that occur in Equestria before TD's reformation and maybe even a few secrets... Emphasis on "maybe" and the secrets may not be all that secret. (** **In case there's a need for more clarification, this is while TD is still the villain in Equestria.)**

 **Either way, I hope you enjoy!**

* * *

Twilight Sparkle looked out to Ponyville from the balcony of the Castle of Friendship, feeling a bit worried inside. Ever since TD's arrival and escape in Equestria, nopony ever felt safe. And for good reason too; the chaotic human had proven to be much too powerful for even Discord to handle on his own, and with him going off the grid there was no way for them to know where he had gone. All they could do is wait and hope that if he showed up again that they could handle whatever he threw at them, whether figuratively or literally. A slim chance, but it was the best one they had.

"Penny for your thoughts, princess," a voice said from behind, sending a shiver down her spine.

 _Speak of the devil, and he will appear,_ she thought to herself and spun around to see TD himself staring at her, an evil grin plastered on his face. He was in his pony form, so he stood roughly at her eye level, if not a bit higher. Twilight's horn charged up, but TD simply laughed and made his own horn glow. Their beams collided, but his quickly overpowered her own and struck her horn, numbing it. She tried another spell, only to find that her magic wasn't working. She growled.

"Paralysis spell on the horn," she muttered. "I should've guessed you'd try that."

"But you didn't," TD remarked. "And now you are quite literally at my mercy."

"I wasn't before?" she asked sarcastically. TD frowned.

"Okay, you were even before then. Happy?" he grumbled.

"Not really," she answered, backing away from him as far as she dared; far away enough to close the distance between them, but not too far away so she wouldn't fall off the balcony. Sure, she had wings and could fly if the latter occurred, but she wasn't taking any chances just yet. TD smirked and walked closer to her, uncomfortably close.

"So, what now princess?" he taunted, using a teasing tone. "You going to scream for help and hope that your knight in shinning armor comes from over the horizon and saves your skin? Or maybe try to fight me yourself?" His smirk grew bigger and he gave her a look that made Twilight feel uneasy in more ways than one. "What do you think? Think you could handle me if you had to?"

Twilight felt a bit confused. It almost sounded like he was referring to something else, but noticing his cheeky smile she figured he was probably hoping for the appropriate reaction. Managing to put on a smile of her own, she walked over to him and gazed into his eyes.

"I've handled worst before," she stated in a tempting voice. "I think the real question is if _you_ can handle me."

She flicked his nose with her tail, which caused him to back up a few steps as she chuckled. She had hoped for that reaction, and TD seemed to be a bit ticked to realize that his own tactic had turned against him. He managed a small chuckle.

"The student has become the teacher, I see," he managed. "But in answer to before, I've handled beings that could pack more of a punch than you and your friends could ever pull off." His smirk returned. "So, I guess the answer to that is a solid yes."

Twilight frowned and looked him dead in the eye.

"Listen, TD," she said sternly. "Unless you're here to fight, I suggest you scram. Because I am not in the mood."

TD's smirk didn't fade, much to her discomfort.

"Well then, guess you won't be too disappointed," he replied, and then his eyes suddenly turned into colorful swirls.

"What the-? What are you... doing... to... me...?" Twilight demanded, her voice becoming slow and sleepy sounding as she continued to stare into his eyes. She was only vaguely aware of him placing her under his spell and now she found herself unable to resist him. TD cackled quietly to himself, then spoke to her in a commanding voice.

"You will follow me to my lair and we shall discuss things more thoroughly there."

"Yes... master..." Twilight answered in a sleepy tone. TD smiled, and then started to trot out of the castle with Twilight in tow.

* * *

"Oh, come on!" Rainbow Dash shouted in frustration once they all noticed that Twilight was missing. "You've got to be joking!"

"If this was a joke he was pulling Rainbow Dash, then he would've at least made it sound much lighter than he's currently implying," Rarity stated bluntly as she looked over a note TD had apparently left behind, which quite literally told them exactly what he had done. Applejack sighed.

"Guess we all know what we're doin' for the rest of the day," she remarked.

"First one to find him wins a medal!" Pinkie called out, getting more than a few glares. "What? I'm trying to make it sound less daunting than it already is."

"Oh, do you think she's alright?" Fluttershy asked. "What if he's done something horrible to her?"

"I don't know Fluttershy," Starlight commented. "Something tells me that he won't harm her... yet. He's toying with us. He knows we can't do much against him, so he's trying to make it interesting for himself."

"How the hay would ya know that?" Applejack demanded.

"He's a being more powerful than all of Equestria combined," Starlight explained. "Theoretically, that kind of power can get boring if your enemy doesn't pose much of a threat. So his next-best option would be to toy with his victims before finishing them off. And that's when he can tend to slip up and give us the edge we need."

"That's... actually not a bad way to put it," Rarity admitted.

"Sounds right to me," Rainbow Dash agreed. "Even I'd probably get bored very quickly if I was able to defeat anypony I came across in an instant. There's no thrill in that."

"Yeah yeah, we get it!" Pinkie broke into their thoughts. "Let's find him and show him what for, ladies!"

She then rushed out the doors of the Castle, leaving her friends standing there a bit confused.

"So... um, she does realize that we don't know where to look... right?" Fluttershy asked no one in particular.

* * *

When Twilight's senses returned to her, she found herself inside a kind of underground base with lava behind some kind of glass acting as a way to light up the interiors of the stone room she was in. What confused her the most, however, was the fact that she was left untied and free to move about the room. Not that there was much to do there; it only consisted of a single long table and two seats with a large meal set on the table. It seemed to be tailored to suit both her needs and the needs of her captor, for there was plenty of Equestrian delicacies as well as some she was unfamiliar with, but that she knew contained meat in some cases.

"Enjoy your nap, Princess?" a voice suddenly asked her, causing her to jump and spin around in surprise, then look upwards when she found herself staring at his waist. TD chuckled as he stood before her in his human form.

"I figured you would want something to eat before we got down to business," TD told her, as if it was a natural thing to do with one's prisoner. Twilight was now more fully aware of what had happened, and it made her angry.

"You took control of my mind!" she shouted angrily.

"Oh I'm sorry, would you have preferred that I knocked you out with a frying pan or club?" TD asked sarcastically. "Kidnappings are not supposed to be fun, doll face. One way or another, you were going to be dissatisfied with what happened." He sat down at one end of the table in a chair clearly built for him, then gestured to the other seat which was clearly built for an Equestrian. "Come, sit. Eat."

Twilight kept giving him a glare, until her stomach growled loudly. She cursed her hunger quietly, and then looked up at him, clearly embarrassed. TD just chuckled, for once not sounding like an evil character when he did.

"The food's gonna get cold, Miss Sparkle," he told her. "May as well eat it while it's still hot."

Twilight glared at him and cautiously walked over to the seat for her. Slowly, she sat down in it and looked to the food in front of her, but refused to eat it. What if it was poisoned?

"It's not poisoned, if that's what you're asking," TD spoke up, his voice easily heard despite the length of the table. "It's no fun poisoning someone like the way you're thinking. If I did poison someone, I'd want it to be in a more... humane way. Killing someone in cold blood like that... it's not much fun at all. Besides..." he added with a smirk. "...you are literally at my mercy. If I desired, I could kill you in any way I'd prefer. Why kill you in such a simplistic cold-blooded manner, when there are so many more creative means to finish the job?"

As dark as it sounded, it did make sense to Twilight. Judging from TD's actions and with his levels of power, he knew neither her nor any of her friends posed much of a threat to him, so he was always trying to make their encounters... interesting. Killing her so easily and in such a simplistic manner wouldn't be any fun for him, so he would refrain from such an act. Slowly, Twilight levitated some of the food to her mouth and took a slow cautious bite.

It tasted delicious, and nothing seemed to happen. She looked up at TD, who was giving her an amused smile.

"Why are you bothering with manners right now?" he asked her. "I'm not gonna judge. Besides, you must be very hungry and there's no need to stand on ceremony. Please... enjoy."

Twilight hesitated for a moment longer, then started to devour the meal before her as if she hadn't eaten in days. TD chuckled and started eating his own meal, watching her with some interest in his eyes. He clearly seemed amused by her behavior, even if he claimed to have prior knowledge about her before arriving in Equestria. Even at the speed Twilight had started eating, TD finished first and watched her finish the rest of her meal.

When Twilight was finished, TD snapped his fingers and the table was cleared in a second. At the same time, a tub of popcorn appeared in his hands and he started to munch on it.

"Popcorn?" he asked Twilight, holding out the tub to offer some.

"Pass," she stated. TD shrugged and kept munching on the popcorn in a seemingly absent state of mind. Twilight watched him as he added some butter and salt to the popcorn, which seemed unnecessary; it was already covered in enough of both.

"You're going to kill yourself," she scolded.

"I've eaten more salt than is safe to consume for most humans, yet I'm still here," TD countered as he took another handful. "Besides, wouldn't that save you more than half the trouble if it did?"

"I don't want you dead TD; none of us do," Twilight growled.

"You Equestrians are too soft," TD sighed. "Look, I understand being merciful and not wanting to kill someone; heck, believe it or not, I do not like killing people either. But there's a difference of being too merciful and knowing when not to kill someone. It's all about striking a balance and thinking it over. You need to know when to kill, and when to stay your hand."

Twilight gave this a thought. It sounded logical, but what if he was tricking her? She growled and looked to him with a glare.

"I won't fall for your tricks TD," she muttered.

"They aren't tricks, Ms. Sparkle," TD replied calmly. "While I don't always tell the full story, I'm not a liar. I speak what I believe, and I speak the truth."

"Says the human who literally tried to kill us a few days ago," Twilight pointed out.

"Even the villains can often have good advice to follow," TD remarked. "It's up to sound minds like you to pierce through the lies and find out what can be seen as truth, and what it merely trickery."

"Well I think that your 'logic' is mere trickery," Twilight stated, thinking that it would be the end of the conversation.

"Do you really?" TD asked her, as if knowing that she had originally thought otherwise.

"Yes," Twilight replied sternly with a smirk. "Why would I think otherwise?"

"Because you know what I say has at least a small ring of truth to it," TD said bluntly. This chilled Twilight a little, for he seemed to be reading her like an open book sometimes. It was unnerving to say the least. TD suddenly gave a yawn.

"Welp! I'm going to sleep," he stated. "Feel free to explore and all, because you really can't leave anyways. Your bed is down the hall, last door on the left."

As TD spoke, two doors appeared in the room; one he walked through and shut the door to, the other slowly creaked open on its own and stayed open, revealing a long hallway with several doors in it. Twilight was confused as to why he gave her so much freedom to move about. Wasn't he at all afraid she'd try to escape or perhaps even try to take him down while he slept?

"Well... got nothing better to do," she muttered to herself and trotted towards the hallway to explore the various rooms.

* * *

"Well, that's just great," Starlight grumbled later that evening. "Where the hay could they have gone?"

"Ah'm not sure, but knowing TD, he's bound to show up again sooner or later," Applejack remarked. "And we're bound to get an answer one way or another, whether by our initiative or his."

"I so desperately hope it's by our own," Rainbow Dash remarked.

"And we still don't know where TD has gone, or where he would hide Twilight at all," Rarity noted. "We've basically been on a wild goose chase all afternoon."

"Oh, I hope she's okay," Fluttershy said, making a hardly audible cry.

"She'll be fine," Starlight reassured. "Remember, he wouldn't want to just take her out. He's hoping to make this entertaining for us."

"Which makes it easier for me, because I like entertainment!" Pinkie exclaimed, getting a few looks.

"Not to be rude Starlight, but may I remind you that you are only theorizing on TD's decisions?" Rainbow reminded.

"She might be right," Applejack said to Rainbow thoughtfully. "But yer right, sugarcube. We can't rely on our own assumptions. We must find Twilight, and see what he's up to."

"Well, that may have to wait until morning," Starlight commented, noticing the sky turning to night. "And we could all use some rest."

"You're kidding, right?" Rainbow Dash asked.

"I agree with Rainbow, darling," Rarity said, being a little stern in her manner. "And may I ask, why you don't look that concerned?"

"I am concerned, but I'm also trying to be reasonable," Starlight stated. "We've been searching all day and all afternoon for them, and now it's getting late. We won't be able to search for them effectively if we're not rested."

"Yeah! I mean, how do you think I manage to stay up all the time?" Pinkie asked them.

"Coffee and lots of sugar?" Rainbow suggested sarcastically.

"Well, that seems reasonable enough," Applejack said seemingly in agreement to Starlight.

"Point taken..." Rainbow Dash huffed.

"Alright, let's try to get to sleep then," Starlight suggested.

"Uh... Applejack, before you go to bed, there's something I'd like to talk to you about. Alone," Pinkie stated.

"Sure, sugarcube," Applejack said in reassurance. The others respectively left the room and headed to some of the bedrooms in the Castle for the night. Pinkie waited until the door had shut behind them and was completely certain that they were gone, then in a flash of pink flames she reverted into a form she had kept hidden from everypony else; her Changeling form. Applejack didn't even flinch at the transformation, for she and her family knew by now that Pinkie Pie was a Changeling, and had faithfully kept it a secret from the others for her sake.

"Listen Applejack," the Changeling said, her eyes glowing slightly as she gave her a serious expression. "I think I might know a way to find Twilight, but it's risky as it requires me to use some of my Changeling traits."

Applejack stared at her for the moment before she said, "Tell me, what are ya thinkin' sugercube?"

"Well, I can track her location by smelling her out," Pinkie explained. "Like Winona, but with more accuracy. However, it's not as strong or effective if I'm in disguise..."

"Ah see," Applejack said. "So, ya have to be in yer true form for the task."

"Yeah," Pinkie nodded. "Well, for the most part. But it's not so much that which scares me... I don't think I'm ready yet. Plus, what are they gonna think of me when they find out?"

Apple seemed to ponder over this for a while before she told Pinkie.

"Don't ya worry, sugarcube." she said reassuringly. "Ah'm sure we'll find Twilight one way or another, and even if it comes to that, we'll think of a way out of it."

Pinkie smiled. "Thanks Applejack. You're the best friend a pony or a Changeling could ask for."

"It's okay, Pinkie," Applejack smiled back. "That's what family's for."

"Apples forever, Apples together," Pinkie said with a wink. "Now, to make it work, we'll need some kind of personal item that belongs to her."

"Mhm," Applejack passed her a nod and looked around. "Ah guess we can find plenty of things here for that."

Pinkie gave some thought, then got an idea.

"There's a hairbrush she likes to use every morning when she wakes up," she said. "I could use that. And the reason I know that is because I saw her use it at a sleepover once."

"Ah see," Applejack said. "Ah guess we should see if it's in her room then."

"Yeah," Pinkie nodded, then placed her disguise back up just in case as she led the way. They reached Twilight's room, where after a short search, they found her hairbrush.

"Here ya go, sugar-cube." Applejack said as she handed over the hairbrush to Pinkie.

"Perfect!" Pinkie exclaimed. "This will do. I can already smell her on it..." She then gave a sheepish smile. "That sounded better in my head..."

Applejack gave a chuckle at this at this. "So, we're gonna go search for her right now, aren't we?"

"I can... but the girls need sleep," Pinkie stated. "And even if you don't say it, so do you Applejack. The only other alternative I see, other than waiting until dawn, is if I search for her alone, and then report back to you in the morning."

"Ya think..." Applejack took a yawn. "Ya think ya can do this alone? Ah can come with ya, if ya want."

"Thanks Applejack, but you need to sleep," Pinkie told her. "I'm a Changeling; I don't have to sleep as often. You heard Starlight; without proper rest, you won't be able to perform at your best ability tomorrow."

"Okay, Pinkie," Applejack admitted. "Ah guess Ah need some rest."

"Good," Pinkie smiled, then looked to the window in Twilight's room, which was partly open. He disguise dropped once more and she started buzzing her wings as she flew over to the windowsill, stealing one last look at her friend.

"Sweet dreams, Applejack," she said, then flew out the window and was gone for the night.

* * *

Twilight was now officially bored out of her mind. She had searched each and every room the base had to offer, not including TD's own room, and while they offered some very chaotic varieties (some of which she found oddly entertaining), it didn't hide the fact that she was still his prisoner. And of all the doors in the base, only one seemed to be a promising exit, but it was locked and no doubt TD would probably have the key hidden in his personal room.

Twilight sighed as she turned back to the dining room and then trotted over to his personal bedroom. At first, she was simply going to sneak in, but then she heard a cry of some kind inside. Confuse, she peeked inside the room through the door, which was surprisingly left unlocked. The interiors were dark and unimpressive, the only true furniture around being the bed itself, on which TD was sleeping. However, it did not seem like a peaceful sleep. He was moaning and groaning in a troubled manner, speaking as if to some unseen person in the dream.

"I'm sorry..." she heard him say, actual tears falling from his eyes in his sleep. "I don't want to do this... any of this. It's not my fault... I'm not a traitor! Please... don't leave me..."

Twilight was unsure how to take hearing him speak. She had seen him act kindly or deviously, depending on his mood, but this was a side to him she had never seen in him before. He sounded broken, lost, and utterly devastated by some kind of pain. Regret, sorrow, guilt, remorse... What had he done in the past that made him get to where he was today? What atrocities had he committed in his past that caused him to be left without friends? With such a burden of pain that plagued him? And why did he sound like he didn't want to do any of the things he had been doing to her and her friends before, when only seconds ago he wouldn't have given them second thought?

Twilight looked upon his sleeping form, and for the first time since she could remember looking upon his face when he entered their world, she felt pity for him. He was just a poor lost soul, without any friends or allies in the universe out there, hiding his sorrow behind a mask of mischievousness and villainy, while letting out all his rage and sorrow upon her and her friends in the form of toying with them.

Twilight forgot all about finding a key or other means to escape, and instead found herself walking over to the side of his bed while he was still voicing his pains. She placed a hoof on his side in a comforting manner, then began to quietly hum a tune her mother had taught her when she was still a filly. It was a soothing note that seemed to find its way into TD's troubled dreams and calm him down. Soon, his troubled dream-induced speech ceased, and she heard him sleeping peacefully. Looking to his face now, she noticed a smile had formed. Twilight couldn't help but smile herself, feeling an odd sense of pride in helping out her enemy in even so simple of a way.

"Sleep well, TD," she whispered, then feeling a yawn escape her, she trotted quietly out of the room and headed for her own bedroom provided for her. Unbeknownst to her, as soon as she was gone, TD's eyes slowly fluttered open and a thankful expression lit up his face.

"Thank you... Twilight Sparkle..." he whispered, then slowly he fell asleep once more.

* * *

"Applejack! Wake up!" a whispered voice called to her. Applejack opened her eyes, then noticed the face of a Changeling with pink mane right in front of her face.

"Huh? What?"

"Don't scream," the Changeling pleaded. "It's me."

"Pinkie?" Applejack asked.

"Yes," the Changeling answered, then added, "And if you need more proof... You and the Apples are the only ones who know my secret, and you yourself discovered it when eavesdropping on me and another Changeling."

"Alright, Ah believe ya," Applejack said. "So, were ya searching for Twilight last night?"

"Mhm! And I think I found something that just might be where he's keeping her," Pinkie nodded.

"Really?" Applejack asked eagerly. "Where?"

"You're not gonna believe this..." Pinkie took a breath, then said, "It's some kind of underground base built right into the side of the mountain which Canterlot is built upon. He's literally right under Canterlot!"

"That's just great!" Applejack exclaimed aloud, before realizing the others were still asleep and lowered her voice once again. "Now that we know where she is, we can go there and save her!"

"Yeah, but Applejack..." Pinkie gave her a worried look. "What if she's in there... but TD is leading us into a trap?"

Applejack's smile disappeared at this as she nodded thoughtfully.

"Yer right, sugarcube," she said. "It might be a trap TD's setting up for us." Then after a moment of silence, she said, "Ah guess we should inform the others 'bout this."

"I'll wake Dashie and Starlight," Pinkie nodded and started to trot off. Thankfully, before she had taken more then five steps, she stopped and with giggle pulled her disguise back up.

"Whoops! That would've been a bad one," she giggled, and then left the room for real.

"At least we know where she's now," Applejack sighed in relief. "Ah just hope we can get there in time..."

* * *

Twilight never thought she'd experience such a relaxing slumber while being TD's prisoner, but she did. And now she was trying to decide what to do with her day. TD evidently was not gonna let her leave and he also wouldn't even dream of admitting to her what she had revealed that night. Nevertheless, it was something she would keep in mind. It could possibly save her life some day. For now, she would concentrate on escaping this prison TD had made for her.

Meaning she had to get that key, wherever it could be located. Silently, she got out of her bed and trotted down to TD's bedroom. The chaotic entity was still asleep, but he seemed less restless now. Hoping that he wouldn't wake, Twilight quietly searched around and under his bed, but nothing was found. Eventually, she made a risky move and searched under his pillow. There was the key. She mentally slapped herself. Of course he'd hide it there!

She gently took the key with her magic, and then quietly trotted out of the room and to the main doors which she assumed was the exit. Taking the key, she turned it in the lock, and with a loud noise the doors creaked open, sliding to the sides as if like some kind of secret passage. As soon as there was enough room for her to pass through, Twilight ran as fast as she could into the outside, while the doors closed up behind her as soon as she exited. She realized then that she hadn't planned on what to do when outside TD's secret base, but she didn't care at the moment. It didn't matter where she was running or how far she had to run, as long as it would get her away from TD...

She suddenly smacked into a solid object and fell backwards, finding herself staring up at the human who had stopped her. TD smirked at her for a moment, then groaned and held his stomach.

"That was a bad idea," he muttered, then looked to her with an evil smile. "Oh well, it's not like you can go anywhere."

He then summoned a sphere of energy in his hands, and as such did not hear the fast approaching sound of wings beating until something hit him in the back of the head and caused him to fly over Twilight and land face down in the dirt. As Twilight looked to her savior, Rainbow Dash landed beside her as the rest of her friends came into view.

"Are ya okay, Twilight?" Applejack asked as she reached her along with the others.

"Yeah... Yeah, I think I'm good," Twilight replied.

"I learn things, but they don't help me..." TD groaned as he stood to his feet and held his hand to where Rainbow had smacked him. He was bleeding from his head, which made Rainbow Dash look concerned.

"Oh dear... I didn't kill him with that, did I?" she asked.

"No, you didn't," TD said reassuringly as his wound suddenly closed up in a flash of light, then he added with a bit of an emotional tone, "But you did do one thing... I'm going to cry. I'm going to cry, because you are such a bucking jerk!"

Fluttershy seemed concerned for him. "Are- are you crying?"

Rarity gave him a look of concern as he cried, but then she huffed and her look turned into a glare. "Do you really think we're gonna fall for that?"

"No seriously... I am legit crying right now..." TD told them, holing his head. "The bleeding wound is gone... but the pain is still there! What do you guys do in your spare time? Punch mountains for the fun of it?"

"I did before moving to Ponyville, but I can't speak for the others," Pinkie replied.

"Wait, really?" Starlight asked in surprise.

"Duh! Being on a rock farm could be real boring sometimes," Pinkie stated.

"Nice..." TD groaned.

"So if ya don't mind, can we just take our friend and go?!" Applejack demanded, finally being annoyed of him, then added, "And if you're that much of a fragile foal, then you should think twice before kidnapping somepony!"

"Fragile? I'm only like that in this form, my human form," TD stated, then suddenly got an uncomfortable look in his eyes.

"Uh oh..." Twilight muttered. "Girls... get ready for a fight.

"In others, however, I'm harder to kill," TD continued. "As for leaving... you can leave... but that doesn't mean I'll let you."

As if to prove his point, he made a flicking motion with his hand and they all suddenly were thrown off to the side by an invisible force. TD chuckled, then his form switched into his pony form.

 _*Cue the Undertale Boss Theme for Sans, because I'm cheeky that way...*_

"Ah! Much better!" he said aloud. "More durability, less magic used up, and a sharp and pointy end if I need to get... deadly."

* * *

 **Undertale Boss Profile for TD**

 **Terror of Dimensions:** Hardest boss in the game. Attacks do massive damage. Requires multiple hits to down. Some attacks dealt to him either miss automatically or are deflected back to you.

 **Weaknesses:** He's real cocky. Try and find an opening from which to strike while he taunts you. Also, he can't keep dodging and blocking forever. Keep fighting!

 **Fun fact:** He stole Sans's boss theme. Copycat!

* * *

Now almost all of them were really shocked as they felt the speck of his true power, so they stood up once again and gave him looks of anger, shock and a little bit of fear all at once.

"I guess that was a 'no'," Rarity said.

"Ah figured that," Applejack replied. "So, ya want a fight? Then a fight you'll get!"

She galloped towards him with intention to buck him right square in the face. TD smirked and slid to the side as Applejack missed him by a hair, then tossed her aside with a glow of his horn. He then sidestepped as Rainbow Dash tried to land a blow to his face.

"Missed me! Missed me! Now ya gotta kiss me!" TD taunted, then added in a rapid monotone voice, "TD is not responsible if any of the mares who take up that offer die in their sleep."

"Arrg! Stop joking around!" Starlight growled, firing a beam at him, which was easily countered with a shield. However, as he did, Pinkie Pie suddenly appeared behind him somehow and tried to land a punch to the back of his head. When she did, however, she stopped within an inch of his head and TD smirked, before bucking her away with his back hooves.

"What? Did you really think I'd just stand there and take it?" he asked tauntingly. Rarity tried to take the advantage of the opening and shot an energy beam at TD. Apparently, TD wasn't expecting this, so he was struck right in the face and gave a cry of pain.

"AH! My eyes!" he screeched, as multiple beams of magic fired off wildly from his horn in different directions at once. "Do you have any idea how long it takes to regenerate those things?!"

Seeing their chance, Twilight fired her own beam into TD, knocking him off balance. At that moment, Pinkie Pie rushed up in front of him and rapidly threw a flurry of punches into his unguarded ribs and legs. She then leaped to the side as Rainbow Dash suddenly zoomed by and did another flyby punch, making him fly forwards and land a few feet away from Fluttershy.

"Let's get out of here, before he gets up again..." Fluttershy spoke.

"Ah think that's a good idea!" Applejack said in agreement. The Mane 7 all started to run away, but before they had gotten far, a beam of red lightning suddenly latched around Fluttershy's leg and pulled her to the ground.

"Just where do you think you're going?!" TD shouted as the beam from his horn started pulling her towards him even as he was standing to his feet.

Fluttershy screamed. "Somepony! Please help me!"

"Ah'm coming Fluttershy!" Applejack answered as she grabbed her hoof and Rarity helped by using her magic. This did little to slow TD's pull on them, so Twilight fired a beam of magic at him, which as expected was deflected off a shield of his.

"You guys are pretty pathetic at times, ya know that?" TD cackled, Fluttershy now being only about two yards away from him. "Lemme make this clear. We aren't done-"

He was cut off mid-sentence by Pinkie Pie zooming towards him at the speed of lightning and smacking him right between the eyes, sending him flying for a few feet before hitting the ground, creating a trench in the dirt for a couple meters before skidding to a halt. He had been launched so far away, even Pinkie was surprised at her own strength. Rainbow Dash recovered first and called tauntingly in TD's direction.

"When you say you're going to kill somepony, kill them! Don't talk!" she taunted, then added in a lower tone to her friends, "Now we definitely need to get moving."

"Yeah..." Fluttershy spoke, half shocked as she stood up on her hooves again. Applejack passed a nod to Rainbow as all of them galloped away from TD as fast as they could. It wasn't until they were gone before TD stood up again, passing an impressed smile to them even though they were far off with their backs to him.

"Guess I do speak a little too much," he chuckled. "But how else can one like me make it interesting? Had I even used one-one hundredth of my power, I could've ended that just by blinking." He sighed in amusement. "But hey, battles have to be thrilling somehow. After all these years, I've almost forgotten what the thrill of a true fight feels like..."

* * *

"Okay... note to everypony present: NEVER be without a companion between the hours of six to seven o'clock in the morning," Starlight remarked once they were safe back in the Castle of Friendship, sitting around the map.

"Uh... does nighttime count too?" Spike asked randomly.

"Not so much; TD's usually asleep at the same we are," Twilight told him. "Usually..."

"You don't need to tell me twice," Fluttershy agreed to Starlight's earlier comment, as she was still pretty shocked from the event before.

"It's alright, Fluttershy," Applejack said to her. "He won't be coming back for some time."

"In the meantime, I believe we must find way to get rid of his... shenanigans," Rarity said sternly. "There must be some way of doing this, isn't there darling?" she asked Twilight.

"I'm... not sure what we can do," Twilight admitted. "Taking him on by force doesn't seem to work too well. We may have kicked his flank today, but that's only because he was being cocky and hoping for a good fight. If he wanted to, he could have killed us all just by blinking." She frowned. "But something about my time being his prisoner in that base, however short, is making me start to question whether fighting him is the answer."

"What?!" Rainbow Dash shouted in surprise at Twilight's remark. "What do you mean by that!?"

"So, what else we can do Twilight?" Applejack asked. "We can't let him do whatever he pleases, can we sugarcube?"

"I agree with Applejack," Rarity nodded. "What other options do we have here?"

"I don't know," Twilight stated. "There's something about him... I can't exactly describe it. It's like... he doesn't want to do any of this, yet he hides it from us with the mask of the villain he wears around us. I heard him in his sleep last night... he sounded broken inside, as if harboring a great deal of pain and not revealing it in public."

"Ah don't understand..." Applejack said.

"Maybe he's not that different from Discord..." Fluttershy suggested thoughtfully, and with a slightly sad and concerned tone. "Only more broken, and a harsh past... maybe he just doesn't have any friends... and he's just taking out his frustration... by toying with us...?"

"That... actually sounds pretty valid, Fluttershy," Starlight agreed.

"Aw! Underneath that meanie pants attitude, he sounds like he's just a poor soul who needs some healing!" Pinkie remarked.

"Okay, so let's assume that's the case," Rainbow spoke up. "And that he truly is just broken inside or whatnot. Do you really think he's going to just admit that, let alone stop fighting us long enough to actually talk to him about any of it?"

"Well, that's gonna be an issue," Applejack said in agreement to Rainbow. "What do ya think,Twilight?"

Twilight sighed. "I don't know. This is the worst problem I've had to face yet in all my years of being a princess. Even worst than Storm King, and we all know how that was like."

"Well, you guys know," Starlight corrected. "Trixie and I didn't get to see or much from our cages."

"It was so horrible," Fluttershy said with a hint of fear in her tone. "I'm glad he's gone now."

"So we all are, darling," Rarity said in reassurance. "But the problem at hoof is, how we're gonna talk with TD, and that's if he'd be ready too."

"We'll have to bring it up somehow," Twilight stated. "As bad as he seems to be... I can't help but feel sorry for him, and I'd hate to see him suffer like this."

"Maybe talk to him as you're fighting?" Pinkie Pie suggested. "If he won't stop fighting us, why not try to kill two birds with one stone and talk to him then?" She then added quickly in Fluttershy's direction, "Sorry, I just realized that was a bad one to use just now."

"Well, as crazy as that might sound, that can actually work!" Applejack exclaimed, then deadpanned and said, "Also, Ah don't see any other options to go with."

Now all eyes were on Twilight, waiting for what she had to say about this.

"I'm with Applejack. I don't see any other choice," Twilight commented. "I guess... we can give it a shot."

"Works for me," Rainbow Dash unexpectedly announced. "I could do it, but he better not play dirty."

Rarity was silent for a while before she finally spoke. "Well, looks like now we've got a plan to work with."

"It would seem so," Twilight agreed.

"If you ladies are done with the debating..." Spike gave a yawn. "I think it's time for resting now?"

"But it's barely even noon," Starlight pointed out.

"You really gonna argue after facing TD again?" Spike asked.

"Point taken," Starlight muttered.

"Ah guess Spike's right," Applejack said with a yawn. "We should get some rest now."

"Then I officially say this meeting is adjourned," Twilight announced, then started to leave the room. "Anypony following?"

"Well..." Pinkie gave it some thought, then nodded. "Okay! I could use the nap anyways after staying up all night to track you down, Twilight."

"How did you find her anyways?" Rainbow Dash asked her. Pinkie looked to her, then smirked as she gave Applejack a subtle wink that was not seen by the others.

"A party pony never reveals her secrets," she said mysteriously, while Rainbow Dash and Starlight just rolled their eyes.

"I guess I can take some rest too," Rarity said and left the room, followed by Applejack and Fluttershy, and then Pinkie Pie and Rainbow Dash. Starlight and Twilight were the last to leave, with Starlight talking to Twilight about their decision and Twilight's discovery.

"Are you sure that there's truly some good in him that can be redeemed, Twilight?" she asked.

"I saw good in you once; I believe there's some in him too," the alicorn replied.

"I hope you're right... for all our sakes," Starlight said, then they both left the room for a well-earned rest.

* * *

 **Welp! First chapter of TD's villainous deeds in Equestria is posted!**

 **Now to be clear of a few things, I do not expect this to be a very long series; I expect it to be rather short. At max, the most I would expect to see in it is between five to ten chapters. So don't ask for more please, because chances are there won't be any more after that limit.**

 **All that aside, I hope you enjoyed and I'll talk to ya in the next chapter!**

 **Edit: Forgot to do this last time (because, brain fart); thanks to _Admirer Boy_ for his help in this chapter!**


	2. Tavern Holdup

**Well, you know me... when I start a series, I plan to continue it until I eventually finish it if possible.**

 **Be warned, this gets a bit dark...**

* * *

"Wouldn't you know it. Best crowd in a month and it's a hostage situation," Ivory Keys grumbled.

"It's not a hostage situation, it's more like... quarantine," Cheese suggested.

"It's a hostage situation," Ivory replied. Just a few minutes ago, the tavern had been bustling with excitement, and a good sized crowd had been serving as customers for the ponies involved. Then, like a nightmare come to life, the one creature every pony in Equestria had come to fear with a passion in the last two weeks had dropped in uninvited and caused a panic. The worst part? They hadn't even realized it until one of the ponies leaving the tavern had bumped into the invisible barrier TD had placed in front of the exit.

Now, he stood before them in a pony form, as if to taunt or mock their species, his intimidating dragon eyes glowing brightly in the interior light.

"Hmm... I believe there was a nursery rhyme that involved something of the same number as all you gathered here today," he remarked, as if thinking aloud. "But I can't remember it at the moment. Oh well!"

"I've never met someone more annoying," Ivory remarked as she played. "This fella makes Trixie appear amicable and tolerable."

"Oh yeah. Store-brand Discord here. What a guy," Chuck nodded.

"Hey, for the record, I was made BEFORE my author knew who Discord was," TD called. "And get off that piano! Or I'll blow it and you to pieces!"

"Don't wanna make Discount Discord even more pissed," Chuck noted.

"Not like I place any much value in my life anyway. He probably doesn't have the stones," Ivory spat.

"You really wanna test the theory?" TD asked, before suddenly moving her away from the piano forcibly with his magic. "Of all the ponies I've tried kidnapping so far, you guys are the absolute worst."

"You know, I'm sorry," Chuck got up, a sincere look on his visage. "I'm really, really, really sorry for..." He couldn't continue. He just burst out laughing. "Ha! Sorry we're making this such an awful time for you! That's rich!" he bellowed a laugh. "Oh Shiva, best laugh I've had in months."

"Awww, holding hostages isn't as fun as you hoped, huh buddy?" Ivory snickered in mock sympathy. "This is good comedy."

"Can I... can I just say..." Chuck said between laughs. "What kind of name is Terror of Dimensions? Nuisance of Dimensions maybe, but I think you're giving yourself a little too much credit." He snickered. "What? Am I pissing you off? Go ahead, vaporize me Twiddle Dee."

TD frowned, then suddenly Chuck was lifted by an unseen force and smacked against the ceiling to the tavern, then to the wall, then to the next wall, and back and forth several times before TD decided to finally drop him to the floor.

"Oh, I'm sorry! Were the tilt controls too much?" he asked with false sympathy. "Maybe next time play one that isn't rigged."

"Ooh, bravo. Nice trick, nice trick." Ivory clapped sarcastically. "You know, I can't help but find of funny that you must be so incompetent that you take such an existentially small number of ponies and he them hostage when you could supposedly do more. You're like a foal who foolishly thinks taking a glass of water out of an ocean can make a difference," she reasoned. "I've been in actual danger before. I know when to be intimidated, and you sir, do not intimidate me."

TD gave her a glare. "I have destroyed entire galaxies just by blinking, Ivory. The only thing that's keeping me from ending your life is the fact that I need some bargaining chips." He growled. "And if you want to know the truth, capturing thousands of ponies at once is a little too... boring. I need something entertaining these days. And being a pain in your rear so happens to be something I can exploit for entertainment."

"The logic's there. Flawed as all hell, but it's technically there," Chuck noted.

"What are we bargaining chips for exactly?" Cheese asked.

"Don't dignify his ludicrousy." Ivory sighed in response to his question.

"Glad you asked anyways," TD commented. "You see, I would fight the girls, but they're out of town or something. And until they get back, I'm resorting to other methods to see just how much Tia and Lulu are willing to sacrifice to save their subjects." He cackled. "As if they can! All of Equestria- no, all of Equus combined couldn't stop me if they tried!"

"Wow, they should call you the Modesty of Dimensions," Chuck remarked sarcastically. "I've never seen a worse attempt at humility."

"Makes Trixie look like Fluttershy," Ivory nodded.

"Do I need to take your voices away?" TD asked Chuck and Ivory. "No seriously, do you want me to do that? I can if you make me mad!"

"Wow... that old book was right," Lyra commented, having been one of those unfortunate to be caught in the tavern. "Humans really are mean... and pathetic!"

"Not all of us. You just are unlucky enough to- wait a second!" TD snapped his head towards her. "Did you just call me... PATHETIC?!"

"Uh... maybe...?" Lyra gulped. TD growled and pulled her through the air over to him.

"Well... perhaps I should show you just how wrong you are..." he growled, then looked to the rest of them. "Excuse me for a moment while I put her through some agonizing pain. She's gonna have nightmares for weeks. And as I said before, try to stop me and you'll regret it."

He then calmly walked towards the cellar with Lyra in tow, grumbling something about Chuck's cocky attitude.

"I say we draw straws on who's next," Ivory said.

"Or we just... Oh I don't know, keep pissing him off? It's pretty funny," Chuck said. "Hell, I'll gladly take one for the team, providing me and my cocky attitude still get to shine."

* * *

Pinkie Pie and the rest of her friends were supposed to be on the way to the Crystal Empire to help out in relaying plans for how to combat TD should he ever decide to rise up again. They had all taken the train and were headed there to hopefully fill Cadence and Shining Armor on what they knew about him as well as his weakness discovered by Twilight. At least, that's what was supposed to happen. But instead, the train broke down in the middle of the tracks and they were forced to come to a stop and get ponies off the train, which Twilight and her friends helped out with in a heartbeat.

Now, they were waiting on transportation for the rest of the citizens as well as pickup for themselves. As they waited, Pinkie suddenly got jittery as her Pinkie Sense started acting up. And she had an idea why.

"Girls, I think something's wrong with Chuckie back in Ponyville," she stated.

"What do you mean?" Twilight asked her.

"I don't know, I just feel like he's in danger and my Pinkie sense is confirming it," Pinkie replied.

"But our ride is just getting here!" Rainbow Dash pointed out, gesturing to a wagon convoy appearing on the horizon and fast approaching. "And Ponyville is so far back! We can't have come all this way for nothing!"

Pinkie pondered this for a moment, then looked back in the direction to Ponyville.

"My Pinkie Sense hasn't let me down before, and I doubt it's letting me down now!" she remarked. "You go on ahead to the Crystal Empire. I have to head back."

"Pinkie Pie, wait!" Applejack tried to stop her, but she was already gone, like a pink streak of lightning that soon disappeared over the horizon. As soon as they were out of sight however, she dropped her disguise and started flying as well, alternating between running and flying as she continued back home.

"Hold on Chuckie, I'm coming," she said to herself, praying that TD had not killed him yet.

* * *

"You know, for a pony who's obsessed with humans and can't fight worth beans, you are pretty resilient," TD commented aloud as he dumped a shivering and shaking Lyra into the crowd of ponies again. He then looked up and asked, "Who's next to piss me off? And no, Chuck. You're not the next one. I'm saving you for last, just to see the look on Pinkie's face when she gets back."

"Well, just because nobody could ever willingly bring themselves to love a hell-spawn like you doesn't mean you should act like one," Chuck replied coyly.

"Eh, I've heard worst," TD commented. "Also, it's not true so it don't really hurt."

"Must be nice, y'know? Living without the responsibility of common decency. Not having to worry about being tolerable all because... gee, I don't know why. But that's just what it boils down to, in'it?" Chuck asked. "Big man complex. I get it. Someone at some point made you feel small in life, so you figure everyone else may as well get drug through the mud, huh? Never thought, 'Gee, I got all this power, maybe I could use my amazing abilities for good.' No no. Everyone else can go pound sand. I get it. You aren't a 'rise above' type of guy," he remarked. "Or, I'm just talking out of my ass and you're just an annoying psychopath," he concluded. "Either way, you're a scourge on an otherwise beautiful place."

TD suddenly stopped dead in his tracks and glared at Chuck fiercely, his eyes seeming to turn into balls of flames. Something about what had been said had triggered a negative response from the chaotic entity.

"Gareth Murphy... you are treading... on some _mighty_ thin ice there," he snarled, but it was clear his words had an impact on the chaotic entity.

"I see I may have gotten under your skin. Good," Chuck smiled. "I actually excelled at sociological courses in my days in the education system. I know what makes people tick, from the average Joe to the crazed maniac," he smirked.

"I am not a crazed maniac!" TD shouted, and Chuck could've sworn he was fighting back tears. "You know NOTHING about what I've gone through. NOTHING!"

"Of course not. How could I?" Chuck asked, pacing about as the psycho analysis continued. "After all, we are mere insects to you. Nothing more. And you are the power hungry little boy with the magnifying glass. But guess what?" He smirked. "Inside every boy with the magnifying glass is a sad, scared little boy, longing for something to fill the void. Recognition? Perhaps you're out to prove something? Well, making a titan out of yourself won't help. After all, titans fall. They always do. Hitler, Stalin, it doesn't work. So, magnifying glass boy, enjoy this while it lasts. Your power trip will be taken from you in a blink of an eye one day. And then, all will see you for the sad, scared little boy you are," he concluded.

TD gave him a snarl and his horn glowed violently as if to kill Chuck, but then, as if something inside of him was restraining him, he drew back and sighed.

"Have you ever killed someone Chuck? Someone you may have once called a friend or even family?" he asked, his voice now painted with a mixture of emotions. "Having them die right in front of you, giving you a look of utter betrayal as they die, even as their eyes glaze over. Penetrating your soul and accusing you louder than words ever could..." He growled inwardly. "Traitor. Murderer. Monster... And the worst part is that you know it will happen again, and there is NOTHING you can do to stop it from occurring again!" His horn glowed violently again, making the majority of the ponies in the tavern back away out of fear. "I am a monster, who deserves no pity, no mercy, not even to be spared from the clutches of death! That's all I'll ever be... A MONSTER!"

The horn fired off an extremely powerful beam that shook the entire tavern violently, but missed Chuck by half a foot and instead blasted a hole in the wall, which repaired itself afterwards as TD huffed and puffed.

"But why... would you... even care of what I'm suffering through? Every night when I sleep, and every day when I wake...?"

"I don't. Quite frankly throughout today you've done enough that you seem like little more than a child making excuses for why he broke a vase. I simply was getting to the bottom of your strange case, and warning you that one day, this will come to the end. And judging by the most recent development you just shared, that may be a good thing," Chuck noted. "So, mien fürher, go on then, do what you will. I'll see it through."

TD looked to him and made a face, then said bluntly, "Kill me." At the shocked expressions of many in the crowd, he spoke again. "You heard me. Kill me. It'll save you all from the end I have planned. May even save many, many more lives in the future." He growled. "Half of me wants to laugh in your face if you even try, but the other half of me is practically begging you to end my life. It would be much better than this living hell I go through."

"This is just depressing," Ivory murmured. "When's help getting here? Listening to this is worse than any form of torture."

"Sad really," Chuck noted. "I knew it though. It's desperation. Doesn't change he fact that ultimately this is weak for a hostage situation."

"This is a hostage situation? I forgot honestly. I thought now Chuck was just doing psychology sessions," Cheese spoke up.

"This _was_ a hostage situation, and it may still become one if you don't end my miserable life," TD growled. "I've wanted to die for five thousand years, to make amends for my crimes and to save all of existence from myself. So, what are you waiting for?" He lowered his head and essentially made himself open to attack. "Kill me, while I still have enough control to say it."

"Listen to the man, Chuck," Ivory said impatiently.

"Me?" Chuck asked. "Why me?"

"You're the most apt to kill anyone," Cheese spoke up.

"A murderer does not a childhood of built up rage make," Chuck replied. "Besides, it's a taunt, a ruse. Pay no mind to him. Besides, even if I could, if I were to kill him, that would make me no better than him."

"I've never heard a statement more wrong," Ivory replied to the last part of his quote.

"Ruse?" TD glared at Chuck. "While I don't always tell the whole story, I don't lie. And I could not be more serious in my life."

"Regardless, I wouldn't give you the satisfaction of death," Chuck stated. "That would be the easy way out."

"I don't care!" TD shouted. "It's better than knowing that I am beyond redemption!"

"I know..." A grin spread across Chuck's face. "It's funny, because once again..." He chuckled lowly. "I wouldn't understand such a concept."

TD looked at him, and anger now flashed in his eyes.

"Do you seriously think this is some kind of joke?!" he snarled. "I literally just asked you to end my life, and you're just laughing at me?!"

"I'm the villain here?" Chuck replied. "No no, my friend, you made the mistake of showing a weakness to your victims, a mistake in which you must reap what you've sown. You see, I know something now. I know that while I may be no match for you physically or in any form of magical ability... I can get under your skin. And being the sniveling little weasel I can be, I'm going to use that," he explained. "But, you have a choice. You can keep us here, keep us hostage, and let me keep pushing you around psychologically which evidently you have pitiful endurance in that area... or you can set us free, and we all walk away, all wishing this never happened," he reasoned. "So, what's it going to be?"

TD looked to Chuck, then to the crowd of ponies, then back to him for a good ten seconds. Eventually, he finally gave a huff and the barrier that kept them inside dropped away in a flash of light.

"I'm haunted enough by the voices in my head every night, accusing me for what I've done," he stated. "Go. Enjoy your freedom while you still can. But I'm warning you... you'll be lucky I don't kill you while you sleep-"

"Chuckie!" a voice called outside, causing TD to snap his head towards the voice even as the pink streak zoomed inside and gave him a smack to the face, sending him sprawling a few feet from them. Pinkie now stood in front of Chuck, giving a few deep breaths due to how long and hard she had been running to get back to Ponyville.

"Pinkie, my beloved," Chuck smiled warmly. "Don't worry, bar one or two bruises I'm unharmed... though Lyra can't say the same. Come, let us leave this place," he said to her in a cavalier tone. "After today I may be taking a little sabbatical."

"Agreed... but whatever did you do to him?" Pinkie asked, noticing TD's condition minus the blow to his face she had done earlier.

"Oh, you know... just decided to be the weasel of a human he is," TD grunted. "And the best part is, he doesn't care at all about my pain. Bet you wouldn't be as lacking in sympathy if you ever did what I've done." He chuckled in a nutty manner. "Even Ivory is more capable of standing up to me than you, and she has little sympathy left in her for any one. Not with the pain she hides behind those songs she plays."

"Odd time to pick the moral high ground," Chuck remarked.

"Say another word about me and my songs, and I will end your suffering," Ivory snarled.

"Okay you two," Pinkie addressed her disgruntled husband and the disgruntled piano player.

"I'd like... to see you try, considering you wouldn't do it before," TD taunted. "But suit yourself... Piano Mare... Before I leave, tell this: are you not haunted every night by the scars of your past?"

"No, because I've mastered something you haven't: moving on," she replied. "And even then, I have those who care about me to help me when I am haunted, because despite all that's happened to me, I still opted to be half decent to those around me."

"Then you know nothing about true scars," TD scoffed. "Mine are ones that run too deep to move on from. I should know... I've tried."

"Maybe you haven't tried hard enough," Pinkie suggested. "No scar is too deep to move on from."

"Try saying that after you've killed all the friends and family you've ever known, Miss Pie," TD remarked, his image now slowly fading like a mirage. "Then see if your words still ring true."

"Well, it's impossible to move on when you act like a terrorist, so that's a start," Chuck remarked, sans any form of sympathy. "It's too late to change the past, but it's never too late to change the future. Try acting with a sense of decency, then see if my words ring true."

"Maybe... or maybe it'll be as futile as it's always been," TD remarked, and then he disappeared completely. As soon as he was gone, Lyra let out a breath she hadn't realized she was holding.

"Does Twilight... have any... amnesia spells...?" she asked. "I'd really... like to forget... all that..."

"If she doesn't, I do," Chuck told her. "Come Pinkie, tell me about your day. I'm sure it was better than mine."

"Well... what can I tell you?" she mused aloud as they started to leave the tavern. "The ride on the train was fun for the most part. So many soft and comfy beds! It was like they were expecting Celestia and Luna. Then the train suddenly broke down and we all had to get out and help ponies get out..."

* * *

"ARRRRGGG!" TD screamed, throwing a bit of a tantrum inside yet another hideout of his, as the first had been cleared out by Celestia and Luna. He growled and tossed what seemed to be a chair across the room.

"Why are these ponies proving so difficult!?" he demanded aloud. "I should've killed them! I should've killed that weasel of a human and everyone special to him!"

He snarled again and melted an entire metal wall with his magic, before a saddening though came to mind.

"He's right though... I don't act with enough of a sense of decency. I'm a sad, pathetic excuse of a human being..." He growled and his voice suddenly changed. **"It doesn't matter! I'm in charge for now, and I say we are destroying this planet after we've tormented them further! And I think I may have an idea on where to strike next..."**

TD gave a wicked laugh and then used his magic to form out of metal the figure of Chuck, before blasting it apart shortly after with an evil smirk.

"Stay out of my way this time, Murphy," he stated. "Or you'll be next..."


	3. The Icy Encounter (Sorry Dark!)

**You know, this is much darker than I thought I'd make this series, but I'd oddly okay with that fact. It kinda lets me better understand how TD feels during this time of villainy, what he really feels...**

 **I'm gonna stop before I freak out. Please, enjoy!**

* * *

In the Crystal Empire, everypony was on high alert after hearing about the close call encounter TD had attempted a few days ago in Ponyville regarding the kidnapping of an entire tavern. Guards were always on duty, curfews were set, sometimes there was even a buddy system that was called out. Needless to say, it was almost as chaotic as the time when Thorax had first been introduced to the Crystal Empire, if not worst.

In the midst of all the chaos however, there was one pony who seemed indifferent to it all. This pony was calmly walking along a street in the Crystal Empire, wearing an icy blue cloak that covered her back, concealing her Cutie Mark. Her stark white mane was styled in a way so that every so often it would cover one of her blue eyes, and there was a slight frown on her face as she trotted along, her eyes scanning what appeared to be an old book that she held in front of her with her magic. As she trotted along, a red unicorn stallion with dark sunglasses trotted over to her and tried to get her attention.

"Excuse me?" he asked. "What seems to be the problem here? I just arrived and already I feel like I'm in the wrong place at the wrong time."

The unicorn mare looked up, her blue eyes assessing the stallion with an icy precision that was slightly unsettling.

"The entire Empire is on edge thanks to the villain TD," she spat. "And it makes my life very difficult. So there, now you know what's happening here."

She turned her gaze back to her book and continued on, seemingly no longer interested in paying him any attention. The unicorn just gave a small chuckle.

"Well you aren't very polite at all, are ya?" he asked her, then with a hint of amusement, "I figured you'd take my presence more seriously, considering what I've done in Equestria."

The mare froze mid-stride, then without turning spoke in an icy tone.

"Considering how you refer to yourself, and the fact of mentioning about your presence..." she said. "I can only guess that you're TD himself, aren't you?"

"Guilty as charged," TD answered. "Honestly, I'm a bit flattered they'd go through all this trouble over little ol' me. What an honor."

The unicorn mare was silent, before she spoke again.

"I suggest you leave before things get chilly TD," she said, turning to face the villain as she narrowed the one blue eye that was visible thanks to her mane covering the other. She put the book she was reading into a saddlebag concealed under her cloak, then her horn ignited with magic once more. Although this time, it was easy to tell it was offensively based. TD didn't look at all intimidated, even if the sunglasses kept his eyes hidden from view. With a smirk, his own horn glowed.

"And what chance do you think you have against me?" he taunted. "Not even all the forces in Equus combined could take me out, and you're all alone. But if you want to try and play the hero..." His horn glowed a bit brighter and for a moment from over the top of his sunglasses, his draconic eyes could be seen glancing at her intimidatingly. "...then be my guest. Hope you're ready to die."

The female unicorn continued to glare at him with the one eye that could be seen, seemingly not intimidated in the slightest.

"You'll find out what I'm made of now," she said icily before she launched a beam of magic at TD. As soon as it left her horn, the temperature of the surrounding air dropped significantly. TD chuckled and easily stepped aside, then his horn glowed some more and the temperature rose back to normal.

"I like a warmer climate. It does favors for my blood, did ya know that?" he asked her with a cackle, then suddenly she was enveloped in a magical aura and tossed into the side of a building. However, before she could slam into the side of the building, she stopped herself with her own magic, before lowering herself to the ground as she glared at TD with both eyes now, her mane no longer in her face.

"May as well give you a fight then," she said in an icy tone as her horn glowed as she stepped forwards. As soon as her hoof touched the ground, frost began to spread outwards from it. She sneered at TD as ice began to form on the ground.

"I never told you my name," she said. "It's Crystal Shard. Expert in combat and ice-based spells."

"Crystal Shard..." TD mused. "That's a nice name. And expert in combat?" He thought about this even as she approached, then he grinned. " You know what? I've decided not to kill you. Instead, I offer you a place among my ranks. Maybe even as a general. We can do it the easy way or the hard way dearie, but either way you will become my soldier. So, what's it gonna be?"

Crystal narrowed her eyes at him, before without warning ice crystals swirled at the tip of her horn, and an icicle shot out of it, flying straight at TD.

"I would never join you of my own free will," she spat. "You will never have me as a soldier."

The icicle stuck into TD's front hoof as he lifted it up to deflect the attack. With a slight growl of pain, he pulled it out with his magic, then looked back at her.

"Well that wasn't very nice," he commented, removing his sunglasses and making them disappear in a flash. "However, I wasn't asking."

His eyes then turned into colorful swirls and he looked into her own hypnotically. Crystal tried to pull her gaze away from TD's, but found herself unable to as she stared into his eyes. As she felt herself falling under his spell, she managed to mumble one last thing before she succumbed to his power.

"You'll... never... win..." she mumbled, before falling silent as she fell under TD's spell.

TD chuckled and replied, "I always win in the end. Now then, stand still please."

He then disappeared in a flash, taking Crystal Shard with him.

* * *

Down in Ponyville, tragedy had struck a certain rainbow-maned pegasus. Several storm clouds had arrived unscheduled in Ponyville, and she was desperately trying her best to get rid of them. If she couldn't get rid of the storm, it would devastate the entire town. Of course, after getting reports from all the local weather ponies, she knew exactly who had caused the storm.

"I. Am. Getting. Tired. Of. TD's. Antics!" she growled, smacking the last of the clouds away and landing on a safe one for a quick rest. Only to see the human in question strolling through town as if he owned the place. A unicorn was walking beside him, possibly a new recruit or mind controlled subject. She gave a sigh.

"I'm never gonna get that nap," she muttered, then flew down to face him.

"Dashie!" TD greeted, as if she was an old friend.

"Get the buck out of town," she growled back. The unicorn shot Rainbow Dash a look, her blue eyes wide and frantic as if trying to convey something to her without saying anything. This look did not go unnoticed by Rainbow Dash and she looked to TD.

"What have you done?!" she demanded.

"I've simply changed her perspective a little," TD said casually. "She now sees that everything I say is something that is as good as law. Isn't that right, Crystal Shard?"

Crystal frowned at TD and snorted, but that was all she did in way of answer.

"Release her. Now," Rainbow Dash snarled.

"How about I try this instead," TD suggested, then to the unicorn, "Crystal, deal with her."

Crystal grimaced as she took a step towards Rainbow Dash, her horn igniting with white-colored magic. The unicorns eyes had a pleading look to them, begging the pegasus to run before it was too late. Rainbow looked to her, then to TD and growled.

"Why you son of a-!" she shouted, but then was flicked to the side by TD and fell to the ground.

"There. That should make her an easier target," he commented. Crystal took another step forwards, before she fired a beam of magic from her horn, the temperature around it dropping to freezing as the magic shot through the air. Rainbow Dash was quick to recover, however, and quickly launched into the air just as the beam struck where she had been seconds before.

"You're sick, TD!" she shouted.

"Why thank you! You're too kind," TD replied, then ordered, "Crystal, aim for her wings. Without flight, she's as good as dead."

 _Oh sweet Celestia, this is gonna suck,_ Rainbow Dash thought as she prepared for some evasive maneuvers. Crystal's horn glowed once more, although this time no beam shot through the air. With a sickening lurch, Rainbow Dash realized her wings were frosting over at a rapid pace, the unicorn apparently chilling the air around them to the point where her wings were icing over. She quickly moved her spot and started flapping her wings rapidly to try and keep them from frosting over, creating a nice warm breeze. TD looked to her unimpressed.

"Is that the best you've got?" he taunted, making Rainbow growl at him.

"I've had enough of your stupid games!" she shouted.

"Dashie... who said this was a game?" TD remarked. Crystal make a small squeak as her horn powered up, this time glowing brighter then the previous times, and her eyes were frantic as she looked straight at Rainbow, begging her to go even as the power charging up in her horn reached its max, and a beam of power shot from it, the air around it chilling to absolute zero as it shot through the air at a speed that couldn't be comprehended, closing on the pegasus before she had a chance to fly away as it slammed into her. Rainbow plummeted to the ground, the ice block shattering a little upon impact and she made a groan. She tested her wings and realized that there was no way she was going to be flying anytime soon. TD chuckled as he walked forward to her.

"You may stand down now, Crystal," he ordered, then knelt down to look at Rainbow Dash. Crystal looked at Rainbow Dash, her eyes sad and apologetic as tears began to gather in the corners of them. Rainbow Dash could barely seem to move much, but she managed to give Crystal a look that explained that she didn't blame her for any of this.

"Well, what shall we do now?" TD asked himself aloud.

"Why?" Rainbow asked him. "Why... are you doing this...?"

TD gave her a look. "Why? Because I can. Because I can gain power! Control! You just happen to be one of the bugs in my way."

"The only bugs I know are the Changelings, and one of them happens to be my friend," Rainbow remarked. Crystal just blinked once as she stood nearby, her eyes clearly showing how much she was dreading whatever TD's next order was going to be.

"Ha! All of you are just bugs to me," TD cackled. "You just don't realize it yet. Crystal, freeze her solid again, then meet me at the mountain outside this town. This will be the last any one ever sees Rainbow Dash alive again... and in one piece."

Rainbow Dash's eyes widened in fear and shock, and she looked to Crystal Shard.

"Please... don't," she pleaded. "Fight it... please..."

Crystal's eyes widened as her horn began to glow, before they hardened as she grit her mouth in determination, the magic flickering uncertainly even as the unicorns face showed how much it was costing her as her eyes closed almost all the way, before her horn stopped flickering completely, staying unlit by magic even though the pained look on her face remained.

TD frowned at her. "I said... Freeze. Her. Solid."

Rainbow Dash looked at TD and actually spat in his face.

"Buck you," she snarled. Crystal let out a cry of pain as she gritted her teeth even harder, obviously fighting with everything she had to not follow the order TD was giving. TD got even more impatient and wiped the spit from his face.

"Guess we do this the hard way," he noted, then grabbed Crystal Shard and forced her to look into his eyes again as he began his hypnotic trance once more. "Freeze her solid, or else."

Crystal let out a yelp, before she gritted her teeth as her horn glowed once more, before with a scream she fired a blast of magic right past Rainbow Dash, freezing a massive patch of ground completely solid. TD looked to the frozen patch, then back at her.

"Seriously?" he asked. "Fine then... why don't you join her?"

He snapped his fingers, breaking whatever hold he had on her mind, then quickly placed a hand over her horn as he started tightening his grip on her throat. Crystal made a choking sound, before glaring at TD as she choked out some words.

"Buck... you..." She said, before glancing sideways at Rainbow Dash as her face strained, and with a cracking sound the ice around the pegasus began to crack, even though it was obvious just how much effort the unicorn was putting into freeing her, which was obvious from the fact she was willing to risk not using her horn to cast the spell she was doing right now. TD glanced to Rainbow and chuckled before looking to Crystal.

"That's got to be the worst attempt I've ever-"

He suddenly released his hold on her and made a yelp of pain, dropping her to the ground as he held his foot and hopped about, before falling to the ground. Rainbow Dash meanwhile gave a smirk before dropping to the ground, her hoof where his foot had been before.

"Risked straining myself too much and shattering my brittle skin by doing so, but at least that buys us time..." she gasped. Crystal gasped as well, drawing in a shaky breath, before coughing.

"Think... I can manage... short range... teleport... spell..." she coughed. "Where... should I... take us... to?"

"Castle..." Rainbow Dash managed to move her eyes towards the Castle of Friendship. "Friends there... can help..."

Crystal nodded, glancing in the direction of the castle as her horn glowed weakly with magic, and with a flash of magic, the two ponies vanished, reappearing in front of the castle just as the unicorn stumbled, gasping for breath. Clearly, she had strained herself a lot unfreezing Rainbow Dash without her horn, and it was showing now. Rainbow Dash started to shiver now, her senses finally starting to catch up with her condition. Thankfully, the doors to the castle opened and Twilight walked out with Starlight. Upon seeing them, they rushed over and carefully levitated them in the air.

"What happened?" Twilight asked as they were taken inside.

"TD... he's in town..." Rainbow Dash shivered.

"What?!" the alicorn exclaimed.

"And the worst part is... he hypnotized her into helping him," she added, pointing weakly to Crystal. "But she managed to break his hold on her and saved us."

Crystal was taking short, shallow breaths, her eyes half closed as she tried to recover her breath.

"Had... to use... magic without... horn..." she gasped faintly, sounding like she was barely holding onto consciousness. Twilight didn't waste a moment. She rushed them to her bedroom in the castle and set Crystal on the bed while Starlight fetched a pan of hot water for Rainbow Dash. Soon, both seemed to be recovering a little, although Crystal needed an extra boost from Twilight, who had to do a healing spell on her.

"Doing magic without a horn is pretty risky to try," she commented t Crystal. "I'm surprised you lasted as long as you did."

"Well... I guess it's a good thing I'm good at magic," The unicorn said softly. "I... I hated the feeling of knowing what I was doing, yet being unable to stop myself... and when I did stop myself..." She glanced at Rainbow Dash. "Well, it hurt a lot doing it."

"Yeah, what was up with that?" Rainbow Dash asked, now able to talk without shivering so much.

"High level hypnotism can often be flawed in that the victim often is fully aware of what is happening even while under the caster's control," Twilight explained.

"However, this can allow the victim to regain control... at a price. Sometimes, doing so can cause major headaches, or even brain damage depending on the intensity of the spell."

"So, do you think she's had some brain damage?" Starlight inquired.

"That's what we're gonna find out," Twilight remarked. "Starlight, could you help me with this? I want to try an x-ray spell and check on her."

The alicorn and unicorn touched their horns together and then aimed them at Crystal as they glowed with a combined light. Crystal blinked, her eyes slightly worried, before she took a deep breath and closed them, steeling her nerves as she waited for whatever was to come next. Her body was enveloped with a glow from their combined auras, then it faded.

"She doesn't seem to have any major damage done to her," Starlight noted. "She should be just fine in a short while."

"That's good to hear," Twilight agreed, then added to Crystal, "By the way, what's your name?"

"I think TD called her... Crystal?" Rainbow Dash answered. The unicorn nodded.

"Crystal Shard," she said, opening her eyes. "Resident of the Crystal Empire, as well as an expert in combat and ice-based spells."

Twilight smiled. "Well Crystal Shard, it's a pleasure to meet you. I'm Twilight Sparkle, the Princess of Friendship. These are my friends, Starlight Glimmer and Rainbow Dash."

"The fastest flier in Equestria," Rainbow Dash added with a chuckle. "Though recently, TD's making me think on trying to best my fastest speed now."

Crystal nodded, before she glanced between them all.

"If it's worth anything... I'll help out however I can to defeat him," she said. "I have a score I want to settle with him now."

"Glad to hear that," Twilight said. "Although, we're not too sure how well attacking him up front is. Every time we've tried, it's usually ended badly."

"But we think we may know a way to get to him by other means," Starlight added.

"Yeah, if talking is as effective as fighting," Rainbow Dash snorted.

"Well... I managed to get him with an icicle before he hypnotized me in the Crystal Empire," Crystal said, blinking. "If anypony knows how to protect me from hypnotism, I think I could probably fight him and try and talk to him at the same time. I've been told I'm good at doing two things at once."

"Hmm... I think I may know one spell that could help," Starlight remarked.

"Wait, you know spells that can protect you from hypnotism?" Twilight asked her.

"I had a long period of time in between when I met you and when I first started being... evil," Starlight stated. "I've had plenty of times to learn spells that you wouldn't find through conventional means."

Crystal giggled. "I'll take anything that will give me some form of protection against him," she said. "When do we plan on putting this idea into effect?"

"That depends on when he decides to show up again," Twilight commented.

"Uh... Twilight?" Rainbow Dash spoke in a worried tone. "I think that's now..."

Confused, they turned to see what she meant, only to see TD standing in the doorway casually.

"I'm honestly surprised you didn't notice me earlier," he commented. Crystal grunted as she forced herself up.

"I'll take that spell now Starlight..." she said, narrowing her eyes as her horn sparked with magic, before it solidified around it. Starlight nodded and then powered up her spell as the rest of her friends got prepared to fight TD if it came to that. TD, surprisingly, did nothing to stop them, but instead waited until Starlight was finished with the spell.

"If you're ready now, this area is too small for combat," he remarked. "How about we take this elsewhere...?"

He snapped his fingers and they were all suddenly outside the Castle of Friendship and it was then that TD started to attack, firing red lighting at them. Rainbow Dash and Twilight started to attack while Starlight stayed back for a moment with Crystal Shard.

"Do you even know what it is you need to talk about with him?" she asked.

"No," Crystal admitted, glancing at Starlight. "I was hoping to get a cliff notes version before we had to do this."

"Uh... how about this?" she suggested, and then quickly cast another spell on her before rushing in to join the fight. The spell caused Crystal to see what it was they were hoping to use on TD: he was broken, tormented by a past of pain, sorrow, and regret which he hid behind his mask of being a villain and released his built up emotions upon them in the form of toying with or attacking them. Crystal blinked, before smirking and nodding.

"That'll do," she said, before closing her eyes in concentration as her horn glowed and an icy white mist began to wrap around her, and before too long an icy mist-like aura shaped like a Windago formed around her, and she smirked as she raced towards TD.

"Took me forever to create this spell, but right now using it is worth it," she said, before launching a beam of magic at TD. TD turned to her just in time to see the ice blast and his eyes widened in surprise before he teleported out of the way. He had apparently thrown the rest of them off to the side, so it was just him and Crystal now.

"So, you wanna play it this way huh?" TD scoffed, firing a large column of fire at her. Crystal reacted in a split second, a shield of ice shooting up and absorbing the attack, melting away.

"You don't have to do this!" she yelled as she released a barrage of icicles at him. "Playing with others just because of the past you have isn't right!"

"What would you know?" TD argued as he summoned several spears of darkness and hurled them at her. "You haven't suffered like I have!"

Crystal retaliated by freezing the air around the spears, causing them to fall to the ground and shatter.

"My parents threw me out of their home because I chose to pursue the path of combat and ice magic! I know what it's like to suffer!" the unicorn yelled. "But this isn't the right way!"

"There is no other way! Not for me!" TD shouted, making a flick with his hand that threw her to the side a bit. "I have tried, and it never works for me! He'll just keep coming back, and he'll take everything I hold dear!"

Crystal caught herself with her magic and lowered herself back to the ground.

"There is always another way!" she yelled. "We choose our own future!"

"No... not with me!" TD growled. "I am the darker side, and I say this our choice! To destroy this world and any who stand in our way!"

A wall of spikes appeared and flew at her at extreme speeds, gleaming in the light to indicate how sharp the spikes were. Crystal threw up a wall of ice, catching the spikes before she teleported away as he shield broke, reappearing behind TD and blasting him with her magic.

"If you do this, you will always be a monster!" she yelled. "Surely that's not the choice you want to make!"

TD had fallen to the ground when hit by her magic, but when he heard what she had said, she noticeably saw him stiffen up and go silent. Then, turning to face her, she could see a mixture of emotions on his face.

"No... don't say that!" he demanded, tears streaming down his cheeks. "Don't you say it! I am and always will be a monster! You can't change that! I tried, and it only got my friends and family killed!"

"Yes, you can change that," Crystal said, dropping her spell with the Windago aura shell. "You choose what you are and what you do in the world. It's not to late to choose a different way!"

TD looked to Crystal, and it was clear he was struggling to think of an answer. Then he finally gave her a pained expression.

"How do I know it won't end the same way if I try?" he asked her. "I'm not worth your time. Any of you! You should just kill me and save yourself the time, the effort, and the innocent lives at stake!"

"Nopony wants you dead TD," Crystal said firmly. " _You_ choose whether or not it ends badly or good. So make the right decision."

"And that is exactly your problem. All of you," TD argued. "You Equestrians are too soft! You don't know when it may actually be a good time to kill someone!"

Crystal blinked once.

"I'm not exactly what you'd call soft," she said as she stared at TD. "I know that killing you would keep a lot of people safe. But, I'm choosing not to."

TD snarled, seeming to be on a tipping point mentally. He then clutched his head as if hearing invisible voices shouting at him.

Which he was.

 _"Traitor!"_

"Shut up..."

 _"Murderer!"_

"Shut up."

 _"Monster!"_

"Shut up!"

 _"You who pretended to be our friend..."_

"SHUT UP!"

At the last part, he screamed so loudly, thunder was heard shaking the area and he slammed the ground with his hands, creating a cracked crater around him. He then looked down and silent tears started falling down his face. Crystal took a step backwards, before taking a few steps forwards as she watched TD, wary yet hopeful, her guard still up however. After a moment, he looked to Crystal and spoke softly.

"Some scars... run too deep to be pardoned," he said. "And some wounds... never heal... That, I have learned... from experience..."

He then snapped his fingers and disappeared, just as the others were managing to stand to their feet.

"I heard some of it," Twilight spoke up. "And it sounds like he's afraid..."

"Agreed..." Crystal said, glancing at Twilight. "But at least we got somewhere with that approach."

"Still... I wish we could get through to him," Twilight replied. "I hate seeing him like that, even if he is our enemy..."

Crystal smiled at Twilight.

"I'll stay here as long as necessary," the unicorn said. "I got nothing important back in the Crystal Empire, so I can afford to stay here."

"Thanks Crystal," Twilight said.

"So... what now?" Rainbow Dash asked. "And where'd he go?"

"You really want to know the answer to that?" Starlight inquired.

"On second thought, don't answer the second one," Rainbow quickly stated.

"I'll try to work out some new spells while we wait for him to reveal himself next," Crystal Shard said, smiling.

"Let's hope it helps," Twilight nodded. "There has to be some way to get through to him..."

* * *

TD huddled in a corner of his base, tears streaming from his eyes and down his cheeks as he sobbed his heart out. In front of him, on a table that had appeared, were several pictures, each with a female creature of some kind. Some included, but were not limited to, a dragon, a lizard creature, a person made entirely of flames, and one who seemed to be a normal human. TD looked to them tearfully, then suddenly in rage he threw them all off the table, the sound of glass breaking sounding off shortly after. He placed his head on the table and sobbed some more, his tears now becoming a strange sight to see. On the right hand, they were literally boiling; on the left side they were turning into shadows.

"Oh girls..." he sniffled. "What do I do? I don't want to cause pain again... but I can't suppress him either..."

He lowered his head in despair as the haunting voices from before ran through his mind, but he practically ignored them as he let out his sorrow.

"What do I do?"

* * *

 **Forgot to do this last chapter, so I'm doing it here: last chapter was done with help from _Impressionsguy._**

 **This chapter was done with help from _The Guardian of Timelines,_ formerly known as Darkstalker728.**


	4. Meeting the CMC

"Applebloom, I know you've gone to Zecora's before, but do you really think that this is a smart idea?" Sweetie Belle inquired of the blonde earth pony as she and the rest of the CMC trotted through the Everfree forest on their way to the zebra's hut. The reason for Sweetie's concern was two-fold: first of all, Everfree was not the safest of places to be in, due to the amount of wild and hostile creatures which frequented it; and secondly, the recent events involving the entity known only as "TD" had put all of their families and friends (if not Equestria) into a state of emergency. They could rarely even go out anymore without an adult to watch them. And even with Twilight telling them that TD seemed to be suffering from a deep, emotional pain that stemmed from a regretful past, it didn't make them feel any safer about the chances of running into him.

"Ya," Apple Bloom replied with an almost reassuring nod, sounding a little brave or at least trying to do so. "Ah don't think there's much ta worry about." "Besides, that's the third time in a row you've asked that," Scootaloo said with a little hint of annoyance in her tone; clearly, she didn't like it whenever Sweetie acted like this.

"I'm just saying, we should probably have had somepony go with us," Sweetie countered. "Heck, I'd even take Fluttershy right about now."

"Relax," Scootaloo said, smiling with confidence, a tone of pride similar to her idol's being heard in her tone. "If some monster tries to attack, we'll be right here to save you."

"Besides, we're almost there," Apple Bloom said, then smiled with pride as she added, "Ah don't think we always need somepony to watch over us."

"Eh... I guess you're right..." Sweetie started to say, but then the sound of a snapping branch made them all stop in their tracks, followed shortly by a hostile growl. "Please tell me I'm not the only pony who heard that," the unicorn filly pleaded.

"Yeah," Scootaloo nodded, gulping slightly in fear as she tried to compose herself. "I heard that too."

Apple Bloom looked around, as she tried to figure out where the sound had came from. "Who's there? Are you following us?"

The only response was another loud growl, and then suddenly something shot out of the shrubbery and stratched at Applebloom's leg, making her yelp in pain as the creature came into view. Sweetie Belle's scream probably could have been heard for miles.

"MANTICORE!"

Apple Bloom screamed for help, as she struggled to free herself, but obviously in vain. Scootaloo, meanwhile tried to think of a way to help her, and ended up throwing some pebbles at the creature.

"Hey you, let Apple Bloom go!" she demanded harshly. The manticore looked to Scootaloo and gave a mighty roar as it readied itself to pounce. Sweetie, fearing that her friend was now toast, covered her eyes and looked away so that she wouldn't have to see the gruesome sight.

As such, she didn't see the magic blast which fired into the manitcore nor realize that someone was trying to save them, until the beast crash-landed a few feet away from her, having been thrown off-course by their rescuer's attack. The beast tried to stand up, only for another blast to hit it and it made a roar of pain. Nevertheless, it stood to its feet finally, but not to attack. Instead, it turned and ran back into the forest, intent on fleeing from its attacker. Sweetie waited until the beast's cries had vanished, then breathed a sigh of relief as she turned around to see who had saved them.

"Oh, thank y- AHHH!"

The filly found herself staring into the glowing draconic eyes of a regrettably familiar figure, who simply gave a deadpan expression.

"Oh, come on. My eyes aren't _that_ terrifying," he snorted.

"Apple Bloom," Scootaloo asked as she walked up to her, ignoring the entity for a moment. "Are you alright?"

"Ya," Apple Bloom replied, before yelping in pain. "But Ah- Ah don't think ma leg's..." She said, inspecting the wounds to see how bad they were. At hearing this, their rescuer looked over at the earth pony and winced. A large claw mark was running down her back leg from her thigh and she was bleeding a bit.

"Oh dear..." TD remarked and then started to trot over to her, only for Sweetie Belle to rush in front of him.

"What do ya think you're doing?" she demanded.

"Helping your friend," TD stated bluntly. "She needs the wound to be treated."

Scootaloo then spoke up, a little concerned for her friend as evident from her tone. "Let him, Sweetie Belle..."

Sweetie looked like she wanted to protest, but she eventually relented and gave in, allowing the entity to pass. TD trotted closer to Applebloom, and then his form changed into his Changeling form, which more clearly expressed the concern on his face. Concern, and... sympathy? "Hold still, please," he asked her, and then from out of nowhere (literally) he pulled out a glowing flower of sorts, setting it on the ground next to her. Then, he closed his eyes and started to sing a song, which at first made Scootaloo and Sweetie raise their eyebrows until the flower started glowing in response. Their jaws dropped as TD kept on singing, as if not acknowledging them in the meantime.

 _"Flower, gleam and glow  
Let your power shine.  
Make the clock reverse  
Bring back what once was mine._

 _Heal what has been hurt  
Change the Fates' design.  
Save what has been lost  
Bring back what once was mine._

 _What once was mine."_

Apple Bloom watched in surprise and awe as she noticed the wound on her leg started to heal. She glanced at TD for a moment, then back to her friends, as if telling them that she was just as surprised. Once the song ended, TD put the flower away while the rest of the CMC watched in silence. Finally, Sweetie Belle spoke.

"What... was that?" she asked timidly, to which the entity passed a small smile.

"That was a Fire Flower, which grows on the surface of the sun," he explained. "They are extremely rare to find, and can grant you all kinds of things if you sing its song: healing, a light in the dark... even immortality, if you're willing to pay the price."

The three fillies stared at him in surprise for a few moments, before Apple Bloom finally decided to break the silence. "Why... why would you save us?"

TD gave her a sideways glance, and his smile faded.

"Maybe I haven't saved you. Maybe I have simply let you live before kidnapping you myself," he remarked.

"Then why go through the trouble of healing her?" Sweetie Belle demanded. TD started to speak, but then stopped himself and pondered it.

"Well... uh..." he stammered, before finally coming to an answer. "Because... you're still so young and innocent... with so much to live for..."

"Why would you care about any of that?!" Scootaloo spoke up, walking up to him.

"H-hey! Stop trying to get into my mind, kid!" TD growled. "I have it bad enough with your families and idols, respectively."

Scootaloo was afraid for a brief moment at first, but then looked stern and stood her ground. "Y- you don't scare me!"

"Are you sure about that?" TD asked her, his form suddenly returning to his pony form as his dragon eyes glared daggers at them.

"I- I'm not..." Sweetie managed. "B- but, you said yourself... you can be a best friend or our worst nightmare... So... what if you're not our worst nightmare?"

TD's eyes widened in surprise.

"No. No!" he warned, backing away a bit.

"What?" Apple Bloom asked in a slight concern.

"Don't you dare say you wanna be my friend or any of that crap!" TD threatened. "Because if you do, I'll... I'll-"

"You'll what?" Sweetie asked with a raised eyebrow. Instead of answering, TD simply growled in defeat.

"Hey," Scootaloo said, getting enough close to him, her glare softening as she asked with concern, "What's the matter? You don't like friends?"

"What?! I never said that!" TD countered, faltering. "I just... it's safer to not have friends."

"How so?" Apple Bloom asked, joining Scootaloo's side as Sweetie Belle joined a moment after. TD looked over at them as if deciding whether or not to tell them, before finally relenting with a sigh. "Alright, fine," he said, spouting off like a fountain. "You're all super adorable, I actually like this world, Pinkie Pie makes me laugh, Discord is a cool dude, and I..." He realized what he was doing, but as he as too far gone to take it back, he sighed and looked at the ground as he took a seat. "I'm sick and tired of being on the run, of being... this."

"What? A monster?" Scootaloo asked, while for some unknown reason, Apple Bloom couldn't help but give her a glare.

"Yes..." TD nodded sadly, and they noticed a boiling tear fall down his face. "That's all I am. A monster, beyond saving."

"That's not true!" Sweetie protested. "Discord managed to be nice..."

"Discord didn't kill all of his friends and families that he made in over ten thousand years!" TD shouted as a counter, and then sighed when he noticed that he was yelling. "Sorry..."

That made all of them silent and back away in fear. It was a little too much for little fillies to handle.

"Wha- what?!" they exclaimed.

"Didn't you learn anything from your sisters?" he asked them without looking their way.

"What do you mean?" Apple Bloom asked. "Why would you do that?"

"Because... inside of all of us is a darker part that wishes to be free and cause mayhem," TD explained. "And mine... it cannot be suppressed, and when he's free... he destroys all I love... How can you redeem yourself, knowing that it will happen again by your hand, and that you cannot stop it?"

The three fillies looked at each other, and then passed him a look which clearly seemed of sympathy.

"Th- this is really sad," Apple Bloom said. "Is that the reason, yer... doing this?" She asked, as the other two fillies looked at each other and then towards him with some uncertainty.

"Why else would I do it?" TD demanded. "I don't want to see the looks of betrayal on one's face again when they die, the voices of accusation that cry out in my head... the question asked by those I loved just before they are taken from me... why? Why, they ask... and I can't answer them."

"So," Scootaloo asked him, bravely so as to look at him eye to eye. "What's your end plan then? That you'll destroy Equestria as we know it, or enslave us too?"

"Scootaloo!" Apple Bloom scolded, trying to stop her from say anything further.

"You _are_ a monster!" Scootaloo said angrily, almost crying. "It's now clear even more! You don't deserve-!"

"SCOOTALOO!" Apple Bloom shouted, suddenly causing an awkward silence to occur among them. TD glared at Scootaloo, then to their surprise he gave a small laugh.

"Finally, one of you gets it," he stated.

"No, this isn't right!" Sweetie Belle argued. "You can't be like this! Why do you just want to destroy everything?"

"I don't, but I can't stop it from happening either," TD remarked. "It's just how I work."

"But there's gotta be a way to save you!" Sweetie continued, but TD's glare stopped her from saying much more.

"Try saying that to the Changeling Queen," he scoffed.

"Apple Bloom," Scootaloo said, looking to her as she turned around. "We should be leaving now..."

"But he- he..." Apple Bloom stammered a little in fear.

"There's no point!" Scootaloo yelled, almost angrily. "If he wants to... harm us, we won't be able to do anything... so, the only reason he hadn't done anything yet is because he doesn't want to... at least not yet."

"But we can't just leave him here," Sweetie Belle protested.

"And why not?" TD asked her, standing to his feet as he took on yet another form; this time, he was in his human form, and he towered above them all. "If you think I'll change just like that, you are gravely mistaken. Besides... I cannot allow you to leave. No, you'll simply tell your families that you've seen me, and then a fight will occur once more between me and them. And you don't want that."

"S- so, what ya want from us?" Apple Bloom asked.

"Well, if I can't kill you... I can still control you," TD said, and then they saw his face twist into an evil smirk, his eyes becoming a blood red and long fangs sprouted from his mouth. Sweetie fainted upon seeing this, while Scootaloo and Applebloom noticed that the eyes were no longer that of the person they had been talking to. It was as if a whole new side of him had surfaced. He started to approach them, but then a familiar and comforting voice called out.

"Leave those fillies be, or you will have to answer to me!"

Growling, TD turned to see that Zecora had shown up just then and was staring the entity down fearlessly, ready to strike and defend the fillies if necessary.

"Ze- Zecora!" Apple Bloom and Scootaloo shouted as they ran towards the Zebra, the former dragging their passed out friend along.

"Well, about time you decided to show up," TD taunted with a smile. "What now, zebra? You going to kill me?"

"As horrible a person as you may be, death is the last evil to expect from me," Zecora remarked, then with a short glance to the CMC, "You no longer have to fear. Are you alright, my dears?"

"We are," Scootaloo nodded at this. "Thanks Zecora."

"Don't thank her yet. She can still be killed, and I am more than capable of doing so now," TD reminded the filly.

"Go ahead and try to kill me, but it will be me who has the victory," Zecora said with a snort, then her tone sounded more sympathetic. "Your thirst for power is in vain, so why do you continue to play this game? Haven't you caused yourself enough pain?"

TD stopped and they noticed his fangs disappear as he faltered.

"You... couldn't possibly understand..." he started, but the Zebra spoke again.

"You have run from your problems all your unnatural life, causing nothing but regret, sorrow, and strife. The only way for you to be free is to admit your fault and face the beast within thee. Time and again you have been offered aid, so why do you continue the charade?"

"That's enough..." TD warned, raising his hands in an obvious gesture, signaling a possible lightning attack. The fillies closed their eyes as they saw this, embracing Zecora in a close hug and letting out a scream. TD fired the lightning then... only for it to hit a kind of shield which was around Zecora and had only just bceome visible.

"What the...?" TD started, but then noticed Zecora paying him almost no mind at first, as she calmed the fillies down.

"Hush my filly friends, for he will not attack again," she assured them. "This shield is of a magic he cannot face, and keeps us all in a safe embrace."

"Thank you, Zecora," Apple Bloom spoke up, still sobbing due to fear, as the two others embraced her a little closer to comfort themselves. At this point, Sweetie woke up and looked around with some confusion and also fear.

"Zecora? Wait, if you're here... did we win?" she asked, and then noticed TD. "Guess we didn't."

"Why... can't you all... just let me win?!" TD growled, sounding ready to burst into tears.

"Because this is not who you are, and you know it," Zecora told him, and the fillies all exchanged looks when they realized she wasn't rhyming. "You want this all to end, but you are also afraid of what that may do to you. You must learn to let go of the pain and move on, and there is one in this world who can help you with that."

TD's expression turned to one of fury and he looked ready to attack again, but then abruptly stopped and held his head as if being tormented by something mentally.

"Stop! Stop! STOP!" he yelled, and then in a burst of flames he disappeared. When he did, Zecora dropped the shield and the fillies heard her make a sad sigh.

"What's... what's happening to him?" Scootaloo asked.

"The voices of the past still remain, of those he killed and caused much pain," Zecora explained. "They accuse him and reveal his fears, and have plagued him over many thousands of years."

"So it's like... his mind is being..." Sweetie couldn't bring herself to finish.

"It may sound a bit absurd, but what TD wants is to be free as a bird. But as long as his mind is in strife, he will not be able to live a happy life," Zecora said gravely. The fillies might not have fully understood what was being implied, but they understood that TD felt guilty about what he did.

"So... is there no way to fix him?" Scootaloo asked, a little curiously.

Zecora gave her a smile. "The answer you seek is to be kind, and help him soothe his troubled mind."

"Be kind...? Even when he's trying to kill us?" Sweetie demanded, not liking that idea at all.

"You three need not be afraid, for the life of the innocent he never slays," the Zebra said simply.

"So... ya mean ta say that he won't kill us?" Apple Bloom asked. The Zebra gave a nod, then said, "Come with me, and stay at my tree. Recover from your mental scars; I will let your families know where you are."

"Okay..." Sweetie Belle nodded, glad to at last get some rest.

"Sure," Scootaloo said, as Apple Bloom nodded in reassurance. "I can use some rest..."

The Zebra gave a comforting smile and then led them through Everfree to her home, looking back at where TD had disappeared momentarily.

 _Oh, if only he could know where this is going to go,_ she thought with slight humor mixed with solemness, and then continued on.

* * *

"I. Am. Getting. Tired. Of. This!" TD roared in his secret base far from the peering eyes of the Equestrians, smashing the place up again in his rage. Darkness flowed from his form and around him, Chaos energy was building.

 **"This is the one chance we get at having our name forever planted over Existence, and yet even the children are able to manipulate our emotions!"** he growled darkly. **"If we could only get rid of that problem, then we'd get everything we want..."**

"Everything _you_ want," he suddenly interrupted himself in his normal voice, his face contorting into a saddened expression mixed with anger. "You want this, not me! I didn't want to betray the trust of my friends and family just for some ego trip! I didn't want to be known as a murderer and coward! What I wanted then and what I want now is to end it. Just for once... to be myself..."

 **"You _are_ yourself, or have you so quickly forgotten what is a part of your being?"** the darker voice spoke through him. **"Now, I am in charge on this planet, and I make the calls."** He chuckled wickedly. **"They have been so vigilant when awake, but now it's time to show who's the master of both the waking world... and of dreams."**

TD's face became an odd feature; one half looked saddened and defeated, the other evilly smirking with triumph. His mind was conflicted, yes, but in the end the darkness would get what he wanted.

Unless someone could manage to get through to him.


End file.
